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will be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set <br />forth in the Representation Letter. <br />Section 8. Continuing Disclosure. <br />8.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate" <br />means that certain Continuing Disclosure Certificate executed by the Mayor and City Administrator <br />and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be <br />amended from time to time in accordance with the terms thereof. <br />8.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City <br />hereby covenants and agrees that it will comply with and carry out all of the provisions of the <br />Continuing Disclosure Certificate. Notwithstanding any other provision of this resolution, failure of <br />the City to comply with the Continuing Disclosure Certificate is not to be considered an event of <br />default with respect to the Bonds; however, any bondholder may take such actions as may be <br />necessary and appropriate, including seeking mandate or specific performance by court order, to <br />cause the City to comply with its obligations under this section. <br />Section 9. Defeasance. When all Bonds and all interest thereon have been discharged as <br />provided in this section, all pledges, covenants and other rights granted bythis resolution tothe holders <br />of the Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and <br />full payment of the principal of and interest on the Bonds will remain in full force and effect. The City <br />may discharge all Bonds which are due on any date by depositing with the Registrar on or before that <br />date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due, it may <br />nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in <br />full with interest accrued to the date of such deposit. <br />(The remainder of this page is intentionally left blank.) <br />4931-4985-5651.3 12 <br />